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Board Resolution for Appointment of Secretarial Auditor (Format)

In accordance with Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following classes of companies are required to obtain a secretarial audit report from a company secretary in practice:
 (a) Every listed company;
 (b) Every public company having a paid-up share capital of fifty crore rupees or more;
 (c) Every public company having a turnover of two hundred fifty crore rupees or more.

board resolution for appointment of secretarial auditor under companies act 2013
The format of the Secretarial Audit Report shall be in Form No. MR.3. The Secretarial Audit Report shall be annexed to the Board's report.

The Board of Directors in its meeting can approve the appointment of a company secretary in practice or a firm of practising company secretaries as the Secretarial Auditors of the company.

Template of board resolution for such appointment is as follows—


SAMPLE #1

“RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any amendments thereto for the time being in force, M/s. ....................... & Associates, Practising Company Secretaries (CP No./ Firm No. ...................) be and is hereby appointed as the Secretarial Auditors of the company to conduct auditing of the secretarial and related records of the company and to furnish secretarial audit report(s) for the Financial Year 20XX-XX.”

“RESOLVED FURTHER THAT Mr. .......... ............., Managing Director of the company be and is hereby authorized to finalize the remuneration of the secretarial auditors, in consultation with the Chairman, on such fee, terms and conditions as may be mutually agreed upon with the secretarial auditors.”

“RESOLVED FURTHER THAT Ms. ...................., Company Secretary of the company be and is hereby authorized to do all such acts, deeds and things as may be necessary or incidental in this connection.”

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SAMPLE #2

The Company Secretary informed the Board that the company is required to obtain secretarial audit report(s) from a Company Secretary in practice as per Section 204 of the Companies Act, 2013 since our company is a public company having a paid-up share capital of more than fifty crore rupees, and hence a Secretarial Auditor shall be appointed.

The Managing Director recommended the appointment of M/s. ............... & Associates, Practising Company Secretaries (CP No./ Firm No. ...................) as the Secretarial Auditors of the company and requested the Board to consider their appointment on a yearly retainership basis for their secretarial audit works. He further informed that M/s. ............... & Associates is a reputed secretarial firm with ...years of expertise in major secretarial works and audit of various companies.

The Board considered the same and passed the following resolution unanimously:

“RESOLVED THAT M/s. ............... & Associates, Practising Company Secretaries (CP No./ Firm No. ...................) be and is hereby appointed as the Secretarial Auditors of the company to conduct secretarial audit work of the company, for the financial year .........., on a remuneration of Rs. ............ per annum plus applicable tax and out of pocket expenses that may be incurred.”

“RESOLVED FURTHER THAT Ms. .............................., Company Secretary and Compliance Officer of the company be and is hereby authorised to fully assist and provide all necessary facilities to the secretarial auditor, for auditing the secretarial and related records of the company.”

“RESOLVED FURTHER THAT the Managing Director be and is hereby authorised to issue appointment letter, and to do all such acts, deeds and things as may be necessary to give effect to the foregoing resolution.”



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NOTE: The resolution samples given herein above are only for your reference, to help you with drafting. Do refer the exact provisions of the Companies Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.

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